Terms

BACKGROUND

MFG UK Limited is a company registered in England and Wales under number 06758260. These are the terms and conditions upon which they rely on to undertake their business. The Supplier has supplied and licensed certain software products to the Customer under the terms of the Licence (defined below) and has agreed to provide support and maintenance for such Software (and other software products) on the terms set out in this agreement.

MFG UK Limited reserves the right to revise or update these terms and conditions at any time without notice.

AGREED TERMS

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Account Manager: the person appointed by the Customer from time to time as the point of contact for the company as per clause 10.1.

Company: refers to MFG UK Limited

Contract of Sale: as defined in clause 3.3.

Charges: the charges payable for the Services under this agreement, being (where the context so requires) each or any of the following:

(a) the charges for the support services set out in schedule 1.

(b) any charges agreed for Goods purchased under this agreement.

in each case as the same may be amended from time to time in accordance with this agreement.

Customer: refers to the company (and/or its subsidiaries) who are entering into this agreement.

Goods: the software products supplied under this agreement which may include MFG goods or Supplier goods.

Services: services provided by the Company under this agreement and set out in schedule 1.

Standard Support Hours: 8.00 am to 6.00 pm Monday to Friday, except on days which are bank holidays in England.

Supplier: the third party supplier of the software products (as applicable.)

1.2 The headings in this agreement do not affect its interpretation. Except where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this agreement.

1.3 Unless the context otherwise requires:

(a) Schedule 1 forms part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the schedule 1.

(b) Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

(c) Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

(d) A reference to any party shall include that party’s personal representatives, successors and permitted assigns.

(e) A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

(f) A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

(g) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.4 If there is an inconsistency between any of the provisions in the main body of this agreement and schedule 1, the provisions in the main body of this agreement shall prevail.

1.5 Words in the singular include the plural and those in the plural include the singular.

1.6 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee) by way of security or in connection with the taking of security, or (b) its nominee]. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members’ rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.

1.7 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

2. THE SERVICES

2.1 In respect of each Contract of Sale, the Company will provide the Customer or to their end customer on the Customer’s behalf (as applicable), the Services set out in this agreement. The Company aims to provide the Services in accordance with any dates or timetable set out in schedule 1 the Company cannot, and do not, guarantee to provide the Services in accordance with any dates or timetable. The Company accepts no liability for any loss or damage the Customer may suffer as a result of our failure to provide the Services in accordance with any dates or timetable.

2.2 If the Company require access to any premises (other than the Customer’s) to provide any Services then the Customer will be responsible for making access to such premises available to the Company to enable the Company to carry out the Services.

2.3 The Company warrants that it will provide the Services with reasonable skill and care.

2.4 The terms and conditions for individual services provided are specified below, and will relate directly to the accepted quotation.

2.5 Details of Services provided under this agreement shall be set out in schedule 1. These Services shall be amended at any time with the agreement of both the Company and the Customer.

2.6 The Company may, on prior notice to the Customer, make changes to the Services, provided such changes do not have a material adverse effect on the Customer’s business operations.

2.7 The Company shall have no obligation to provide the Services where faults arise from:

(a) misuse, incorrect use of or damage to the Goods from whatever cause (other than any act or omission by the Supplier), including failure or fluctuation of electrical power

(b) failure to maintain the necessary environmental conditions for use of the Goods;

(c) use of the Goods in combination with any equipment not provided by the Company or not designated by the Company for use with any modification forming part of the Goods, or any fault in any such equipment.

(d) relocation or installation of the Goods by any person other than the Company or a person acting under the Company’s instructions;

(e) any breach of the Customer’s obligations under this agreement howsoever arising or having the Goods maintained by a third party;

(f) any modification not authorised by the Company

(g) operator error.

3. ORDERS

3.1 The Customer from time to time may place an order with the Company for the purchase of Goods the Customer needs to provide the Company with an official company purchase order containing at least the description and number of the Goods the Customer wish to order.

3.2 To place an order with the Company for the purchase of Services the Customer will need to provide the Company with an official company purchase order containing at least the description of the Services they require.

3.3 The Company accepts an order the Customer places at the time the Company sends a written confirmation that the Supplier accepts the order or, if earlier, at the time the Supplier dispatches/makes available for collection the ordered Goods to the Customer or commence the provision of the Services (as applicable). It is at the moment the Company accepts the order that a contract of sale is made between the Company and the Customer and the Company for the sale of the Goods and/or the provision of Services specified in the order (“Contract of Sale”). Each Contract of Sale is made under and subject to these terms and conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document).

3.4 If there is any inconsistency between these terms and conditions and any order the Customer places or confirmation the Company gives then these terms and conditions shall prevail.

3.5 The Customer may cancel or modify a Contract of Sale at any time before the Company accept it.

3.6 The Customer may not cancel or modify a Contract of Sale that the Company has accepted unless:

(i) the Customer notify the Company in writing that the Customer wish to modify or cancel that Contract of Sale; and

(ii) one of the Company’s directors has agreed in writing to that modification or cancellation; and

(iii) if the Customer wishes to cancel that Contract of Sale, they shall pay all the Company costs incurred up to the date of cancellation.

4. COLLECTION AND DELIVERY OF GOODS

4.1 Subject to the Customer complying with their obligations under these terms and conditions, if the Goods the Customer order are not in stock then they will be despatched to the Customer automatically or made available for collection (as applicable) once they are in stock.

4.2 The Company recognise that the Customer may suggest collection/delivery dates in the Customer orders for Goods. The Company will try to meet the Customer suggested collection/delivery dates; but the Company cannot, and do not, guarantee to make Goods available for collection or to deliver Goods by any particular date. The Company accept no liability for any loss or damage the Customer may suffer as a result of the Company’s failure to make Goods available for collection or to deliver Goods on or by a particular date.

4.3 If the Customer notifies the Company that the Customer or their end customer want to collect ordered Goods from the Company’s offices then the Company will let the Customer know when the Goods are ready for collection and the Customer or their end customer must collect the Goods within seven days. The Company may charge the Customer an administration fee for the collection of Goods by the Customer or their end customer. If the Customer or their end customer fail to collect the Goods within seven days then the Company may charge the Customer and the Customer will be liable to pay the Company for all costs the Company incur in continuing to keep the Goods.

4.4 If the Customer notifies the Company that the Customer wants the Company to deliver ordered Goods then the Company will deliver the Goods to the delivery address the Customer specify (which may be the address of the end customer to whom the Customer are reselling the Goods). The Company may charge the Customer for delivery.

4.5 The Customer must make all arrangements necessary for the Customer or their end customer to take delivery of Goods when the Company deliver them, including providing labour and suitable unloading equipment for the unloading of delivered Goods. If the Customer, or their end customer, do not accept delivery of Goods or the Company are unable to deliver or are delayed in delivering Goods because of the Customer or their end customer’s actions or omissions then the Company may charge the Customer and the Customer will be liable to pay for all costs the Company incur as a result.

4.6 If the Customer is an existing client and the Customer do not notify the Company whether the ordered Goods are to be collected or delivered then the Company may make them available for collection or deliver them to the Customer’s usual delivery address (as applicable) based upon our previous dealings with the Customer. Otherwise, the Company will contact the Customer to confirm their requirements.

4.7 The Company may supply Goods either all on one date or by separate batches on different dates from time to time. Either the Customer or the Company can, by notice, cancel a Contract of Sale if the Company is unable to supply the Goods within 60 days of the date the Contract of Sale is made, and if this happens neither party can make any claim against the other. If a Contract of Sale is cancelled and some of the ordered Goods have been supplied then the cancellation will only apply to the Goods that have not been supplied (which in this context does not include Goods that have been dispatched and are in transit at the time of cancellation).

4.8 If the Customer or their end customer is collecting ordered Goods from the Company’s offices then risk of loss of or damage to the Goods passes to the Customer on collection.

4.9 If the Company is delivering ordered Goods to the Customer or their end customer then risk of loss of or damage to the Goods passes to the Customer on delivery.

5. TITLE TO GOODS

5.1 The Company owns all Goods that the Customer orders from the Company until the Company receives from the Customer in cleared funds all monies due to us in relation to the Goods, at which time title to the Goods passes from the Company to the Customer.

5.2 The Customer must clearly identify Goods that the Customer have ordered from the Company but not paid for in full (“Unpaid Goods”) as belonging to the Company and keep them safe, secure, comprehensively insured against loss and damage and separate from other property. Except as otherwise expressly set out in this clause the Customer must not:

(a) part with possession of the Unpaid Goods;

(b) allow any right to be created over the Unpaid Goods;

(c) make, nor allow anyone other than us to make, any additions, alterations or modifications to, or remove any part of, any of the Unpaid Goods; or

(d) sell in whole or in part, the Unpaid Goods.

5.3 Unpaid Goods must be returned forthwith on written demand from the Company if the Customer fails to pay the monies due to the Company in accordance with the payment terms set out in this agreement.

6. ACCEPTANCE OF GOODS

6.1 The Company recommends the Customer and/or their end customer check that the Goods the Company sell to the Customer conform with their Contract of Sale at the time the Customer or the end customer collect the Goods from the Company or at the time the Company deliver them to the Customer or their end customer (as applicable).

6.2 Signature of the proof of delivery note on delivery or proof of collection note on collection (as applicable) by or on behalf of the Customer or their end customer shall be conclusive proof that the Goods packaging has not been damaged or tampered with whilst the Goods have been at our risk (except to the extent that anything to the contrary is clearly marked on the proof of delivery note or proof of collection note).

6.3 Without prejudice to clause 6.2, if the Customer or their end customer do not receive all of the Goods or the Customer or their end customer find that any of the Goods do not conform to these terms and conditions or the Contract of Sale then the Customer must notify the Company of this fact in writing within 3 days of the date of collection or delivery of the Goods (as applicable). If the Company do not receive notification from the Customer within this period then the Customer will be deemed to have accepted that: the Customer or their end customer (as applicable) has received the right quantity of Goods; the Goods are free from damage; and the Goods conform to these terms and conditions and the Contract of Sale.

6.4 If the Customer notify the Company that the Customer or their end customer has not received all of the Goods the Customer ordered then the Customer must promptly provide the Company with reasonable evidence supporting the Customer’s claim. If the Company accept the Customer’s claim then the Company will by way of full and final settlement of all our obligations and liabilities to the Customer in relation to the claim at our discretion either: credit the Customer’s trading account with an amount equal to any monies the Customer have paid to the Company for the unreceived Goods; refund any monies the Customer have paid to the Company for the unreceived Goods; or dispatch to the Customer or their end customer the unreceived Goods.

6.5 If the Customer notify the Company that any of the Goods received are damaged or do not conform to these terms and conditions or the Contract of Sale then the Customer must promptly return the Goods to the Company and provide the Company with reasonable evidence supporting the Customer’s claim. If the Company accept the Customer’s claim then the Company will by way of full and final settlement of all our obligations and liabilities to the Customer in relation to the claim at our discretion either: credit the Customer’s trading account with an amount equal to any monies the Customer have paid to the Company for the damaged/non-conforming Goods; refund any monies the Customer have paid to the Company for the damaged/non-conforming Goods; repair the damaged/non-conforming Goods; or replace them with Goods that conform with these terms and conditions.

6.6 If the Customer wish to return Goods to the Company for reasons other than those set out in clauses 6.3 to 6.5 above, then, provided the Goods have been returned to the Company undamaged, unused, in their original condition and original, sealed and unopened packaging, the Company may, at our sole discretion, accept their return. The Goods shall remain at the Customer’s risk until the Company confirm to the Customer in writing that they conform with this clause 6.6 and that the Company accept their return. The Customer shall be responsible for all costs (including, without limitation, all transportation and insurance costs) relating to the return of the Goods. If the Company accept their return then the Company will at our discretion either: credit the Customer’s trading account with an amount equal to any monies the Customer have paid to the Company for the returned Goods; or refund any monies the Customer have paid to the Company for the returned Goods, in each case less a restocking fee equal to the higher of: fifteen per cent of the price of the Goods; and fifty pounds sterling. If the Customer has not paid the Company for the Goods then the Company may charge the Customer separately for the restocking fee.

7. GOODS BOUGHT FOR RESALE

7.1 If the Customer resells any Goods then the Customer must:

(a) resell the Goods in its original state and original, sealed and unopened packaging;

(b) not modify, delete or obscure any copyright, trademark, patent or other proprietary notice which is on the Goods, the Goods’ packaging or the documentation that accompanies the Goods;

(c) not use or apply on or in relation to the Goods (including as or part of any corporate, trade or business name) any other trade marks, logos or wordings;

(d) pass onto their customers all documentation, including instructions of use that the Company supply to the Customer with the Goods;

(e) not make any representations, warranties, claims or guarantees to their customers about the Company or the Goods that are false or misleading or inconsistent with those contained in the documentation supplied by the Company with the Goods; and

(f) adhere to any additional terms and conditions that the Company may notify to the Customer from time to time in order to ensure that the Customer and the Company comply with the Goods’ manufacturer’s requirements.

7.2 The Customer shall indemnify the Company against all costs, damages, losses and expenses the Company incur or suffer as a result of the Customer’s failure to comply with their obligations under clause 7.1.

8. GOODS PERFORMANCE

8.1 The Company warrants to the Customer that any MFG Goods which the Company shall supply to the Customer, are of satisfactory quality.

8.2 For Goods originating from the Supplier the Company will pass on to the Customer, to the extent that the Company are able to do so, the benefit of any standard warranty or guarantee that is provided to the end user of the Goods by the Goods’ manufacturer.

8.3 In addition, the Company may offer a separate written warranty or guarantee in respect of Goods the Company supply to the Customer. If the Company offer a separate written warranty or guarantee for Goods then details of the warranty/guarantee will be provided with the Goods at the time of its despatch/collection.

8.4 Subject to these terms and conditions, the Company may operate a dead on arrival (“DOA“) procedure the details of which shall vary depending on the manufacturer of the Goods. The Company will notify the Customer of the details of the relevant DOA procedure following request or, if applicable, on receipt of the Customer’s notification of DOA Goods.

9. PAYMENT

9.1 The Company will invoice the Customer for the Goods the Customer ordered on or around the date the Company makes the Goods available for collection or the Company despatches the Goods (as applicable). If the Company makes available for collection/despatch Goods in batches on different dates then the Company will only invoice the Customer for the Goods the Company make available for collection/despatch.

9.2 The Company shall inform the Customer that the Company requires the Customer to pay:

(a) a non-returnable deposit; or

(b) the full purchase price for the Goods and/or Services, in advance of the date the Goods are despatched or collected or the Services started then the Company may invoice the Customer for, and the Customer must pay, the required amount in cleared funds prior to that date. Any delay in payment may invalidate the agreement.

9.3 The Company will invoice the Customer for the Services the Company provides under a Contract of Sale on an annual or monthly or quarterly basis per schedule 1, or, where the Services are to be provided for less than a month, once the Services have been completed, unless specified in the accepted quote.

9.4 The Supplier will charge the Customer and the Customer must reimburse the Company for any duty, value added tax and/or other sales taxes and/or any customs, import or export duties the Company is liable to pay on any Goods the Company sell or Services the Company provides to the Customer.

9.5 In respect of each invoice the Company submits to the Customer, the Customer must pay the total amount set out in the invoice so that the Company receives in cleared funds a sum equal to the total amount as stipulated on the invoice within 30 days of the date of invoice, unless the parties have agreed otherwise in schedule 1.

9.6 The Customer must pay the total even if the Customer disputes its amount on the understanding that if it is resolved that the total is too great the Company will rectify our mistake by promptly making an appropriate payment to the Customer. The Customer must notify the Company of any query the Customer has about an invoice within 5 working days of the date of the invoice.

9.7 All payments the Customer makes must be in pounds sterling unless our invoice states otherwise.

9.8 The Customer must make all payments due to the Company without any deduction by way of set-off, counterclaim, discount, abatement, withholding or otherwise (other than any deduction or withholding of tax as required by law).

9.9 If the Customer fails to pay the Company on time the Company may, amongst other things:

(a) charge the Customer interest on the outstanding amount at the rate set out in clause 9.11 below, accruing on a daily basis until payment is made in full;

(b) refuse to supply the Customer with any further Goods or provide any further Services until payment is made in full;

(c) disallow any discount that applies to any part of the outstanding payment; and/or

(d) deduct from any monies the Company has on account, against any monies the Customer owes to the Company.

9.10 The Customer shall pay all costs (at the Company’s then prevailing rates) and reasonable expenses incurred by the Company for work carried out by the Company in connection with any fault which is not covered by this agreement.

9.11 If the Customer fails to make any payment due to the Company under this agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 5% per annum above Barclays Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Customer shall pay the interest together with the overdue amount.

9.12 All amounts payable under this agreement shall be exclusive of VAT or relevant local sales tax (if any) or any relevant local sales taxes which shall be paid at the rate and in the manner for the time being prescribed by law.

9.13 The Company may increase the Charges as from each anniversary of the date of this agreement. Any increase shall be notified to the Customer at least 90 days before such anniversary.

10. THE CUSTOMER’S RESPONSIBILITIES

10.1 The Customer shall nominate a manager to be available to liaise with, and respond to queries from, the Account Manager.

10.2 The Customer shall:

(a) co-operate with the Company in performing the Services and provide any assistance or information as may reasonably be required by the Company, including in relation to the diagnosis of any faults;

(b) report faults promptly to the Supplier; and

(c) keep full backup copies of all of its data, if applicable.

10.3 The Customer shall indemnify the Company against any liabilities, losses, damages, costs (including legal fees on a full indemnity basis) and expenses incurred by or awarded against the Company as a result of the Customer’s breach of this agreement howsoever arising or any negligent or wrongful act of the Customer, its officers, employees, contractors or agents. The Customer’s total liability to the Company whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with this agreement shall be limited to £5 million.

11. NON-SOLICITATION

The Customer shall not, for the duration of this agreement, and for a period of six months following termination, directly or indirectly induce or attempt to induce any employee of the Company who has been engaged in the provision, receipt, review or management of the Services or otherwise in connection with this agreement to leave the employment of the Supplier.

12. CONFIDENTIALITY AND PUBLICITY

12.1 Each party shall, during the term of this agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates (“Confidential Information”), unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

12.2 Each party shall notify the other party if any of its staff connected with the provision or receipt of the Goods or Services becomes aware of any unauthorised disclosure of any Confidential Information and shall afford reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person.

12.3 The terms of this agreement may not be disclosed by the Customer (other than to its legal advisors) without the prior written consent of the Company.

12.4 The provisions of this clause 12 shall remain in full force and effect notwithstanding any termination of this agreement.

13. DATA PROTECTION

13.1 The following definitions apply:

(a) the terms “data controller”, “data processor”, “data subject” and “processing” bear the respective meanings given them in the Data Protection Act 1998, and “data protection principles” means the eight data protection principles set out in Schedule 1 to that Act.

(b) data includes Personal Data.

(c) Customer Personal Data and Company Personal Data mean any Personal Data provided by or on behalf of the Customer or the Company, respectively.

13.2 The Company shall:

(a) only carry out-processing of any Customer Personal Data on the Customer’s instructions;

(b) implement appropriate technical and organisational measures to protect any Customer Personal Data against unauthorised or unlawful processing and accidental loss or damage; and

(c) only transfer Customer Personal Data to countries outside the European Economic Area that ensure an adequate level of protection for the rights of the data subject.

13.3 The Company shall promptly and fully notify the Customer in writing of any notices in connection with the processing of any Customer Personal Data, including subject access requests, and provide such information and assistance as the Customer may reasonably require.

13.4 The Customer acknowledges that the Company will be acting as a data processor, rather than as a data controller, in respect of all such data processing activities which the Supplier carries out under this agreement.

13.5 Except as expressly provided otherwise, this agreement does not transfer ownership of, or create any licences (implied or otherwise), in any Intellectual Property Rights in any (non-personal) data.

14. LIMITS OF LIABILITY

14.1 Except as expressly stated otherwise:

(a) the Company shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(i) special damage, even though the Supplier was aware of the circumstances in which such special damage could arise;

(ii) loss of profits;

(iii) loss of anticipated savings;

(iv) loss of business opportunity;

(v) loss of or damage to goodwill;

(vi) loss of, or damage to (including corruption of), data;

provided that this clause 14 (a) shall not prevent claims for loss of or damage to the Customer’s tangible property or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 14(a);

(b) the Customer agrees that, in entering into this agreement, they did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this agreement) that it shall have no remedy in respect of such representations and (in either case) the Company shall not in any circumstances have any liability otherwise than in accordance with the express terms of this agreement;

14.2 The exclusions in clause shall apply to the fullest extent permissible at law but the Company does not exclude liability for:

(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;

(b) fraud or fraudulent misrepresentation;

(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 Supply of the Goods and Services Act 1982; or

(d) any other liability which cannot be excluded by law.

14.3 The Company’s total liability to the Customer whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with this agreement shall be limited to £5 million.

15. DURATION

Supply of the Goods or Services by the Company to the Customer shall commence on the date of this agreement and, subject to termination in accordance with clause 16, shall continue for a fixed term as specified in schedule 1. Either party may terminate this agreement on 30, 60 or 90 days (depending on what is stated in schedule 1) prior written notice to the other party, before the expiry of the fixed term. If neither party gives written notice to the other, then the agreement shall automatically renew for another fixed term (as applicable) and on the same notice period. The relevant notice period shall apply prior to the expiry of the then current term.

16. TERMINATION

16.1 Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, the Company may terminate this agreement forthwith if:

(a) the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

(b) the Customer commits a material breach of any term of this agreement (other than failure to pay any amounts due under this agreement) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(c) the Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(d) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(e) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

16.2 Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, either party may terminate this agreement forthwith on written notice to the other party, if.

(a) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(b) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party;

(c) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(d) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(e) a creditor of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against , the whole or any part of its assets and such attachment or process is not discharged within 14 days;

(f) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.1(d) to clause 16.1(j) (inclusive);

(g) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

(h) any warranty given in clause 8 is found to be untrue or misleading.

16.3 For the purposes of clause 16.1(b), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of this agreement;

17. EFFECT OF TERMINATION

17.1 Other than as set out in this agreement, neither party shall have any further obligation to the other under this agreement after its termination.

17.2 Termination of this agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

17.3 On termination of this agreement for any reason, the Customer shall immediately pay any outstanding unpaid invoices and interest due to the Company and return any Unpaid Goods. The Company shall submit invoices for any Services that it has supplied, but for which no invoice has been submitted, and the Customer shall pay these invoices immediately on receipt.

18. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

19. REMEDIES

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. ENTIRE AGREEMENT

20.1 This agreement constitutes the entire agreement between the Company and the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the Company and them, whether written or oral, relating to its subject matter.

20.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

20.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

21. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

22. SEVERANCE

22.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

22.2 If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

23. THIRD-PARTY RIGHTS

No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

24. FORCE MAJEURE

24.1 Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

24.2 If termination occurs under clause 16 through no default by or breach by the Customer, all sums paid to the Company by the Customer under this agreement shall be refunded to the Customer, except that the Company shall be entitled to payment on a quantum meruit basis for all work done before termination, provided that the Company takes all reasonable steps to mitigate the amount due.

25. NOTICES

25.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by fax to its main fax number.

(c) By e-mail direct to a Director of MFG UK Ltd

25.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting

(c) if sent by fax, at 9.00 a.m. on the next Business Day after transmission.

(d) Upon e-mail confirmation from a Director of MFG UK Ltd

25.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include e-mail.

26. DISPUTE RESOLUTION

26.1 It is the intention of the parties to settle amicably by negotiation all disagreements and differences of opinion on matters of performance, procedure and management arising out of this agreement. Accordingly, it is agreed that the procedure set out in this clause shall be followed before the serving of written notice terminating this agreement, or in relation to any matter of dispute between the parties concerning performance, procedure or management.

26.2 If any disagreement or difference of opinion arises out of this agreement, the matter shall be disposed of as follows:

(a) the Account Manager shall meet to attempt resolution. Should they not meet within 14 days of the date on which either party convenes a meeting to resolve the matter, or should they not be able to resolve the matter within 14 days of first meeting; then

26.3 If, within 14 days of the matter first having been referred no agreement has been reached as to the matter in dispute, the dispute resolution process set out in this clause shall be deemed to have been exhausted in respect of the matter in dispute, and each party shall be free to pursue the rights granted to it by this agreement in respect of such matter without further reference to the dispute resolution process.

26.4 For the avoidance of doubt, this clause shall not prevent either party from seeking injunctive relief in the case of any breach or threatened breach by the other of any obligation of confidentiality or any infringement by the other of the first-named party’s intellectual property rights.

27. GOVERNING LAW

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

28. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).